fs1a1ex10ii_ea2universal.htm


    


     

    The
Nash Group

    704
Black Pearl Cove

    Rocky
Mount, NC 27804

    Telephone:
252-973-0780 - Fax: 252-454-0783

     

    August
13, 2008

     

    Lanny M.
Roof, CPA (Retired) 

    CEO &
Treasurer

    Universal
Holdings, Inc.

    PO Box
8851

    Rocky
Mount, NC 27804

     

    RE: Turn
Key Tool Manufacturing Agreement with Advance Thermo Control, Ltd.

     

    Dear Mr.
Roof:

     

    In
response to your request that I
clarify our earlier discussion concerning the agreement with Advance
Thermo Control, Ltd. (ATC) for the manufacturing of the Turn Key Tool product,
the following information is provided.

     

    Universal
Products Marketing, Inc. (UPM) was an earlier product development firm
incorporated in 2002. The original UPM acquired both the Turn Key patent and the
original inventory of product. The product was purchased from Advance Thermo
Control, Ltd. The manufacturer of this product was found by a product
acquisition consultant The WestWord Group LLC.

     

    In 2006
the original Universal Products Marketing, Inc. was in serious financial
difficulty and was not able to pursue their business plan. The Nash Group
entered into negotiations to acquire all remaining product and inventory from
UPM in return for taking on the company debt of $125,000. This transaction
occurred in November of 2006. Following this the original Universal Products
Marketing, Inc. folded and no longer exists.

     

    In 2007
when you approached The Nash Group about re-organization of the manufacturing
and distribution of the Turn Key product we indicated that we were happy to sell
you the patent and our remaining inventory. We also made it clear that we no
longer had any rights to the name Universal Products Marketing and were happy to
have you use it as the name of your new company. We then sold you the patent on
March 17, 2008 and inventory on June 13, 2008.

     

    The Nash
Group no longer has any claim to the patent or the inventory for the Turn Key
product .

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    I am
attaching to this letter the original agreement between ATC and The WestWord
Group as well as the original invoice for material. Please let me know if you
request any further information on this matter.

     

    Sincerely,

    


     

    /s/  Carlton
Harlow

    Carlton
Harlow Managing Partner The Nash Group

    


     

     

     

     

     

     

     

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

     

    Advance
Thermo Control, Ltd.

    19°
Floor Million Fortune Industrial Centre

    34-36
Chai Wan Kok Street, Tsuen Wan, N.T. Hong Kong

    Phone:
852-2498-7465 Fax: 852-2413-3080

    U.S.
Representative

    Advance Technical Components Inc.


    630
Pratt Avenue North

    Schaumburg,
IL 60193

    (847)
985-8383 (Fax) 985-1323

     

    Stuart
Schantz

    Westward
Group

    8024
Glenwood Avenue Suite 205

    Raleigh,
NC 27612

    April 16,
2003

    Re:Turn-Key
program

     

    Dear
Stuart,

     

    In
follow-up to our conversations I would like to offer this letter to you and the
Westward Group in order to establish our working principles , and guidelines for
the Turn-Key program initiation.

     

    As an
independent entrepreneurial group we understand the start up processes necessary
to establish your sales, marketing, and distribution channels for your new
product. We are keenly enthused with the product focus and believe that you have
a keen opportunity to fulfill a niche market requirement that offers a great
growth opportunity.

     

    In order
to validate the quotation of this product the annual volume of up to 25,000
units in the first year is offered with the understanding to allow for your
initial smaller volume production releases necessary as you establish this new
product line.

     

    We
understand that based upon a pilot production of 100 pieces subsequent releases
at a minimum of 1,000 units will be issued and increased as your marketplace is
established.

     

    Our
strategic supplier alliance plan is allow the Westward Group the ability to
establish your marketplace while providing the volume flexibility to maintain
your working capital inline with actual sales growth.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

     

     

    I have
enclosed the Aluminum 'professional' unit tooling cost which had been over
looked in Michaels earlier fax quotation.

     

    Once we
have received the initial 50% tooling deposit our engineering team will provide
you with a GANT chart outlining tooling completion and production start-up
schedule dates for your product introduction preparations.

     

    We would
also offer an open invitation for your visitation to Our China facilities during
the initial production pilot run.

     

    Thank you
for the opportunity to service your requirements. Please feel free to contact
myself our Michael directly if you should have any questions or require further
assistance.

     

    Sincerely,

     

    /s/  Bill
Irwin

     

    Bill
Irwin

    Director

    Cc:
Michael Irwin, A.J. Horner, John Elliasen, Carlton
Harlow